S-8
As filed with the Securities and Exchange Commission on May 7, 2026
Registration No. 333‑
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Corsair Gaming, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
82-2335306 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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115 N. McCarthy Boulevard |
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Milpitas, California |
95035 |
(Address of registrant’s principal executive offices) |
(Zip Code) |
2020 Incentive Award Plan
2020 Employee Stock Purchase Plan
(Full Title of the Plan)
Thi L. La
Chief Executive Officer
Corsair Gaming, Inc.
115 N. McCarthy Boulevard
Milpitas, California 95035
(Name and address of agent for service)
(510) 657-8747
(Telephone number, including area code, of agent for service)
Copies to:
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Phillip S. Stoup, Esq. Shira Oyserman, Esq. Freshfields US LLP One Bush Street, 17th Floor San Francisco, California 94104 (415) 400-2200 |
Gordon Mattingly Chief Financial Officer 115 N. McCarthy Boulevard Milpitas, California 95035 (510) 657-8747 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
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Large accelerated filer |
☐ |
Accelerated filer |
☒ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Corsair Gaming, Inc. (the “Registrant”) for the purpose of registering an additional 5,331,942 shares of the Registrant’s common stock issuable under the following employee benefit plans for which
Registration Statements of the Registrant on Form S-8 (File Nos. 333-289368, 333-279188, 333-271812, 333-264772, 333-254142, and 333-249065, collectively, the “Previous Form S-8s”) are effective: (i) the 2020 Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 4,265,554 shares of common stock and (ii) the 2020 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,066,388 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
Pursuant to Instruction E of Form S-8, the contents of the Previous Form S-8s previously filed with the Securities and Exchange Commission are incorporated by reference herein.
EXHIBIT INDEX
# Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fremont, California, on May 7, 2026.
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CORSAIR GAMING, INC. |
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By: |
/s/ Thi L. La |
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Thi L. La |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Thi L. La and Gordon Mattingly, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Date |
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/s/ Thi L. La |
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Chief Executive Officer and Director |
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May 7, 2026 |
Thi L. La |
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(Principal Executive Officer) |
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/s/ Gordon Mattingly |
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Chief Financial Officer |
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May 7, 2026 |
Gordon Mattingly |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Anup Bagaria |
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Director |
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May 7, 2026 |
Anup Bagaria |
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/s/ Diana Bell |
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Director |
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May 7, 2026 |
Diana Bell |
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/s/ Jason Cahilly |
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Director |
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May 7, 2026 |
Jason Cahilly |
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/s/ George L. Majoros, Jr. |
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Director |
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May 7, 2026 |
George L. Majoros, Jr. |
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/s/ Sarah M. Kim |
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Director |
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May 7, 2026 |
Sarah M. Kim |
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/s/ Stuart A. Martin |
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Director |
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May 7, 2026 |
Stuart A. Martin |
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/s/ Samuel R. Szteinbaum |
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Director |
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May 7, 2026 |
Samuel R. Szteinbaum |
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/s/ Randall J. Weisenburger |
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Director |
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May 7, 2026 |
Randall J. Weisenburger |
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EX-5.1
Exhibit 5.1
San Francisco
One Bush Street, 17th Floor
San Francisco, CA 94104
T +1 (650) 618-9250
freshfields.us
May 7, 2026
Corsair Gaming, Inc.
115 N. McCarthy Boulevard
Milpitas, California 95035
Ladies and Gentlemen:
Corsair Gaming, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 5,331,942 shares of Common Stock of the Company, par value $0.0001 per share (the “Securities”), that may be issued under the Company’s 2020 Incentive Award Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “ESPP,” and together with the 2020 Plan, the “Plans”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, as of the date hereof, the Securities have been duly authorized and, when and to the extent issued, delivered and paid for in accordance with the Plans, the Securities will be validly issued, fully paid and non-assessable.
We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the General Corporation Law of the State of Delaware.
Exhibit 5.1
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Freshfields US LLP
EX-23.2
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 24, 2026, with respect to the consolidated financial statements of Corsair Gaming, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
San Francisco, California
May 07, 2026
EX-FILING FEES
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Calculation of Filing Fee Tables
Form S-8
(Form Type)
Corsair Gaming, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Equity |
Common stock, $0.0001 par value per share |
Rule 457(c) and Rule 457(h) |
4,265,554(2) |
$6.76(3) |
$28,835,145.04 |
$0.0001381 |
$3,982.14 |
Equity |
Common stock, $0.0001 par value per share |
Rule 457(c) and Rule 457(h) |
1,066,388(4) |
$5.75(5) |
$6,131,731.00 |
$0.0001381 |
$846.80 |
Total Offering Amounts |
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$34,966,876.04 |
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$4,828.94 |
Total Fee Offsets(6) |
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$ — |
Net Fee Due |
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$4,828.94 |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2020 Incentive Award Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
(2) Represents the additional shares of common stock available for future issuance under the Registrant’s 2020 Plan resulting from an annual increase as of January 1, 2026.
(3) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the 2020 Plan is the average of the high and low prices for the registrant’s common stock as reported on the Nasdaq Global Select Market on April 30, 2026, which was $6.76.
(4) Represents the additional shares of common stock available for future issuance under the Registrant’s ESPP resulting from an annual increase as of January 1, 2026.
(5) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the ESPP is $5.75, which represents the average of the high and low prices for the registrant’s common stock as reported on the Nasdaq Global Select Market on April 30, 2026, multiplied by 85%, which is the percentage of the price per share applicable to purchase under the ESPP.
(6) The Registrant does not have any fee offsets.